(Translation)
January 25, 2016
Dear Sirs:
Name of the Company:

Kewpie Corporation

Representative:

Minesaburo Miyake,
President and Representative
Director(Code No. 2809; the first section of the Tokyo Stock Exchange)
Person to contact:

Masato Shinohara,
Officer and General Manager ofOperation Promote Department

Matters Concerning Controlling Shareholder, Etc.

It is hereby notified that with regard to Nakashimato Co., Ltd., which is among theother associated companies of Kewpie Corporation (the "Company"), the matters concerning
controlling shareholders, etc. are as described below:

1.

Trade name, etc. of parent company, etc.:(As of November 30, 2015)
Ratio of voting rights(per cent)Corporate nameNakashimato Co., Ltd.

Attribute

Other associatedcompanyDirectholdings

Otherholdings
included

Total

14.2%

7.8%

22.0%

-1-Financial
instruments
exchange, etc.
on which theissued shares arelistedNone

2.
Position of the Company in the corporate group of the parent company, etc. and therelationships between other listed companies and the parent company, etc.:(1)

Position of the Company in the corporate group of the parent company, etc. and its
relationships of transactions, human resources and capitals with the parent company,etc. and other group companies:

Nakashimato Co., Ltd. (Shibuya-ku, Tokyo, capital: ¥50 million, major business;sale of various processed foods; "Nakashimato") is among the other associated companies of
the Company and is the largest shareholder of the Company that holds 22.0% of its voting
rights (including 7.8% thereof held indirectly).
The Company has transactions, including purchase of products, sales of products andmerchandise and expense transactions, with Nakashimato (the transaction amount for the year
ended November 30, 2015 was ¥1,201 million), as well as a transaction of the leasing of realestate, etc. (the transaction amount for the year ended November 30, 2015 was ¥260 million)
with Toka Co., Ltd. (which holds 7.8% of the voting rights of the Company), a wholly owned
subsidiary of Nakashimato.
With regard to the relationship of human resources, three of the officers of theCompany concurrently serve as officers of Nakashimato and the Company has sent some
employees on loan to Nakashimato.
(State of concurrent services of officers)(As of November 30, 2015)
Title

Name

Title in the parentcompany, etc.

Reason for assumption of office

President andRepresentative
Director

Minesaburo
MiyakeDirector (part-time)

Senior Executive
Managing Director

Amane Nakashima

President and Director To exchange information on
management, business, etc.

Corporate Auditor(outside CorporateAuditor)

Shunichiro
Ishiguro

Director (part-time)(Note)To exchange information on
management, business, etc.

Requested by the Company toassume office to ensure theobjectivity and neutrality ofitsmanagement
oversight
functions and to give advice
and opinions about managementin general from the standpointof a shareholder

Mr. Amane Nakashima also concurrently serves as Chairman and Director of Toka Co., Ltd.

-2-(2)

Constraints, risks and merits on/in the business of the Company for belonging to thecorporate group of the parent company, etc. and impacts of its relationships oftransactions, human resources and capitals with the parent company, etc. and its
group companies on the management and business activities of the Company:

The Company understands that with regard to the relationships with Nakashimato
and its group companies, such factors may have no material impact on the operating results
and financial positions of the Company's group.
(3)

Points of view about, and measures for, the maintenance of a certain level ofindependence from the parent company, etc. when constraints on the business of theCompany for belonging to the corporate group of the parent company, etc. and/orimpacts of its relationships of transactions, human resources and capitals with theparent company, etc. and its group companies on the management and businessactivities of the Company exist:

The Company and Nakashimato, which is its largest shareholder, have a continuousand close relationship. However, all important matters on the management of theCompany's group are determined by the Company itself, independently of any intention ofNakashimato.
(4)

State of maintenance of a certain level of independence from the parent company,etc.:

The Company has no relation with Nakashimato or Toka Co., Ltd. with regard tocash loans or guarantees of obligations. In addition, all transactions are determined
individually upon consultation by reference to market prices, as with other transactions ingeneral. Hence, the Company understands that it has maintained an appropriate level ofindependence from the parent company, etc.

-3-

3.

Matters concerning transactions with the parent company, etc. (from December 1, 2014 to November 30, 2015):(Millions of yen)

Corporate nameNakashimato Co.,
Ltd.

Address

Shibuya-ku,
Tokyo

Capitalstock50

Principal business

Sales of various
processed foods

Ratio of voting
rights owned by theCompany (ownedin the Company)

Direct 11.6%
Direct 14.2%
Indirect 7.8%

Relationship
Number ofBusinessinterlocking
relationshipofficers

3 officers

Purchase of
products, salesof products andmerchandise andpayment ofbrand use fees

Transaction

Purchase of products
Sales of products
and merchandise
Payment of branduse fees
Lease and rental ofestateTransaction
amount438
31720

Account item
Accounts payable trade
Accounts receivable trade
Accounts payable otherEndingbalance
623011(Note) The transaction amounts do not include consumption taxes but the amounts of ending balance in the above table include consumption taxes.
The amounts stated above are shown by disregarding any fractions of one million yen. The ratio of voting rights owned by the Company (owned inthe Company) is stated by rounding to the nearest unit rounding up 1/2 or more of their respective units and rounding down the rest.

- END --4-